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Law Professor Consults on Russian Corporate Law Reform

Christopher Bruner, Associate Professor of Law and Ethan Allen Faculty Fellow at Washington and Lee University School of Law, recently traveled to Russia with a team of corporate law experts to hold discussions on corporate and securities law with representatives of the government of the Russian Federation.

The trip was sponsored by the U.S. Russia Foundation for Economic Advancement and the Rule of Law (USRF), a foundation established by the U.S. and Russian governments to promote Russia’s transition to a market economy. While in Moscow, the team met with several judges and other representatives of the Supreme Arbitrazh Court, the highest commercial court in the Russian Federation. They also met with representatives of Russia’s Ministry of Economic Development.

Following the collapse of the Soviet Union, formerly state-owned enterprises were privatized. This process was marred by corruption and self-dealing that ultimately left many of Russia’s most important firms in the hands of a small number of so-called “oligarchs.”

“Self-dealing by corporate insiders remains a significant problem in Russia today, and reforms aimed at the protection of minority shareholders and creditors are sorely needed,” says Bruner. “At the same time, would-be entrepreneurs desperately need relief from excessive bureaucracy and corrupt government inspectors if small business is to become the engine for job creation in Russia that it is in the United States.”

During meetings with Russian officials, the U.S. team discussed draft amendments to Russian corporate laws, as well as various aspects of U.S. corporate and securities laws presenting potentially useful models for Russian reform efforts. Despite the magnitude of the reforms required, Bruner says it was clear that the Russian judges and officials are up to the task.

“Russia faces the daunting challenge of building market-oriented legal regimes on the remains of Soviet institutional and legal structures,” said Bruner. “I was struck by their keen understanding of the problems they face, their openness to new ideas, and the overall progress made toward the creation of stable commercial and capital markets in this enormous and complex country.”

Bruner will continue his work on this project this fall when a group of Russian judges and others is expected to travel to the U.S. for additional USRF-sponsored meetings.

Bruner joined Washington and Lee as an Associate Professor in 2009. His teaching and scholarship focus on corporate law and securities regulation, including international and comparative dimensions of these subjects. His comparative study of U.S. and U.K. corporate governance, titled “Power and Purpose in the 'Anglo-American' Corporation,” won the 2010 Association of American Law Schools Scholarly Papers competition, one of the most prestigious scholarly competitions in legal education.